Terms of Sale
MICRON CONSUMER PRODUCTS GROUP (Micron CPG) STANDARD TERMS AND CONDITIONS OF SALE
These terms and conditions constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, whether written or oral, relating to said sale, including any terms and conditions on any of the customer’s documents or purchase orders. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY THE CUSTOMER AT ANY TIME ARE HEREBY OBJECTED TO BY MICRON CPG, AND ANY SUCH DOCUMENT SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON MICRON CPG. CUSTOMER’S REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER REMEDIES AVAILABLE TO CUSTOMER, WHETHER PROVIDED AT LAW, EQUITY, OR OTHERWISE. This agreement shall be binding upon the heirs, successors, and assignees of the parties hereto. If any provision of this agreement shall be held to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect.
Unless otherwise stated on a Micron CPG order confirmation or invoice, all payments shall be due upon receipt of invoice. On any overdue amounts, without prejudice to Micron CPG’s other rights and remedies (including suspension of pending shipments), customer agrees to pay interest at the rate of 1-1/2% per month (18% per year) or, if such rate is in excess of the rate allowed by law, then the highest rate allowed by law, calculated from the invoice date until paid in full. In addition, customer agrees to pay all costs of collection, including costs of litigation and reasonable legal fees. Micron CPG reserves the right to obtain a security interest in the products sold to customer, and in proceeds thereof, until payment is made in full by customer. Customer agrees to execute financing statements and other instruments at Micron CPG’s request. A $15.00 collection fee will be charged for all dishonored checks.
Unless otherwise stated on a Micron CPG order confirmation or invoice, stated prices do not include any customs duties, sales, use, value added, excise, or any other duties and taxes. All such duties and taxes shall be paid by customer, but customer shall not be liable to pay any tax to the extent it has complied with the relevant tax exemption requirements and delivered to Micron CPG satisfactory documentary proof acceptable to Micron CPG of exemption from such tax.
Title to products passes from Micron CPG to customer upon shipment from Micron CPG’s facilities.
Unless otherwise stated on a Micron CPG order confirmation or invoice, all shipments are F.C.A. (Incoterms 2010) Micron CPG’s named shipping point. Micron CPG’s liability for delivery shall cease, and all risk of loss or damage shall pass to customer upon delivery to carrier. Micron CPG shall not be liable for any delay or failure to achieve any delivery or other date, all dates being estimates only. Customer may not cancel any order accepted by Micron CPG or defer shipment of an accepted order without Micron CPG’s prior written approval.
Warranty and Returns
The warranty terms and conditions and the procedures for return of products and software are set forth at:
Warranty and Returns (Non-Micron CPG Products)
Non-Micron CPG branded products purchased from Crucial’s website may be returned within 45 days. After 45 days, any warranty for the products is provided by the original manufacturers and not by Micron CPG and must be returned in accordance with their return policy.
THE PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN LIFE SUPPORT DEVICES OR SYSTEMS.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS AND OTHER TERMS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED TERMS OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND CONFORMITY TO MODELS OR SAMPLES. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT MICRON CPG DOES NOT WARRANT THAT THE PRODUCT IS FREE OF CLAIMS OF PATENT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT BY ANY THIRD PARTY. MICRON CPG HEREBY DISCLAIMS ANY SUCH WARRANTY OR INDEMNIFICATION AGAINST SUCH INFRINGEMENT.
EXCLUDING CASES WHERE LIABILITY MAY NOT BY LAW BE LIMITED OR EXCLUDED, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MICRON CPG OR ANY AFFILIATE BE LIABLE, WHETHER IN CONTRACT, NEGLIGENCE OR OTHERWISE, FOR ANY LOST IMAGES, DATA, REVENUE OR PROFIT, OR FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES OF ANY KIND. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION IS HELD INVALID FOR ANY REASON AND MICRON CPG OR AN AFFILIATE BECOMES LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, THAT LIABILITY, WHETHER IN CONTRACT, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) WHICH CAUSED THE LOSS OR DAMAGE.
Some jurisdictions do not allow for the exclusion or limitation of any warranties or conditions (including those implied by law or guaranteed by statute), so the above limitation may not apply to customer. Customer may also have other rights in addition to this warranty. This limitation does not affect customer’s statutory rights.
Customer shall not engage in the business of reselling components purchased from Micron CPG, or removing components from the product(s) for resale, except upon Micron CPG’s prior written approval.
Customer is responsible for complying with all applicable export control laws and regulations with respect to the re-export, shipment, transfer, or use of the products. Customer will not provide products to entities or individuals that are prohibited from receiving such products under applicable laws, including the laws of the United States. A current list of such prohibited entities under U.S. law is available at the following link: http://2016.export.gov/ecr/eg_main_023148.asp. Customer will not export, re-export, or transfer products as follows, unless it has authorization to do so under any applicable export control and sanctions laws of the United States:
• To the Crimea Region, Cuba, Iran, North Korea, Syria, or any other country sanctioned or embargoed under U.S. law, or any nationals of such countries;
• For military end-uses or military end-users restricted under United States laws; and
• For uses in connection with chemical, biological, or nuclear weapons, or missiles capable of delivering such weapons.
Customer may not assign its rights or obligations hereunder without Micron CPG’s prior written approval.
Governing Law and Jurisdiction
This agreement is governed by the laws of the State of Idaho, without regard to its conflict or choice of law provisions. The 1980 United Nations Convention on contracts for the international sale of goods shall not apply to this agreement. Customer acknowledges and agrees that Idaho is an appropriate place for venue of any litigation and that Idaho courts have exclusive jurisdiction over this agreement and customer. In the event the customer and Micron CPG are unable to resolve any customer dispute, and any collection action, suit, or other judicial proceeding is commenced, the prevailing party in any such collection action, suit, or judicial proceeding shall be entitled to recover its costs and reasonable legal/lawyers’ fees incurred.